These Terms of Participation (“Terms”) between you (“Participant”) and ReWatt, Inc. d/b/a Real Synch (“Real Synch”) govern your participation in a pilot project between Real Synch and Zillow, Inc. (“Zillow”) as further described below (“Pilot Project”).
In order to participate in the Pilot Project, participants must be a Real Synch customer. These Terms are supplemental to the terms of service governing Participant’s use of Real Synch’s online data application and integration platform (“Real Synch Platform”), which are incorporated herein by reference (“Real Synch Platform Terms of Service”). Additionally, participants must have a Zillow account and be a Zillow Premier Agent in order to participate in the Pilot Project.
- Scope. The Pilot Project will permit Real Synch to share certain Participant CRM activity data collected and stored on the Real Synch Platform (“Participant Data”) with Zillow to test and understand the integration of the Participant Data with Zillow’s systems and websites. In particular, the Pilot Project will allow Zillow to evaluate a potential Real Synch data integration solution between participant CRM systems and Zillow’s Premier Agent programs, which would allow participants to automatically share CRM activity data with Zillow. The Participant Data will be limited to CRM activity data obtained by Participant from consumers initially identified to Participant by Zillow.
- License to Participant Data. Participant hereby grants to Real Synch a limited, non-exclusive, non-transferable right to sublicense to Zillow, and to use the Participant Data in aggregated and anonymized format to create analyses and derivative works (“Works”), in a manner consistent with the specifications and limitations set forth in these Terms and to conduct some limited user testing of the Works created using the Participant Data. Neither Real Synch nor Zillow (by virtue of its sublicense) will: (a) use the Participant Data except as permitted hereunder; (b) decompile, disassemble, or reverse engineer the Participant Data (unless this restriction is not permitted under applicable law); (c) sell, rent, or lease the Participant Data; or (d) remove any copyright or proprietary notices contained in the Participant Data. Further Real Synch will not distribute externally any of the Participant Data except to Zillow as required to provide the Real Synch Platform to Zillow and each Participant during the Pilot Project.
- Ownership. The Participant Data is licensed and not sold. Participant owns and shall retain all right, title, and interest in the Participant Data, including all intellectual property rights therein. Participant represents and warrants that it has the right and authority to enter into these Terms and has obtained all necessary legal consents and permissions required for Real Synch and Zillow to use the Participant Data as contemplated under these Terms. Real Synch or Zillow own and shall retain all right, title, and interest in any Works created using the Participant Data, and these Terms do not grant Participant a license or any ownership rights, including but not limited to intellectual property rights, in any of the Works.
- Disclaimer. THE PILOT PROJECT IS BEING PROVIDED “AS IS” AND WITH ALL FAULTS, AND NEITHER REAL SYNCH NOR ZILLOW MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF THE PILOT PROJECT. REAL SYNCH AND ZILLOW EACH HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS REGARDING THE PILOT PROJECT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Term. These Terms take effect when Participant clicks “Submit” or a similar button or check box presented to it as part of the sign up process for the Pilot Project and will remain in effect for a period of twelve (12) weeks from the Pilot Project start date (“Pilot Project Term”). The Pilot Project start date will be determined by Zillow, and Real Synch will promptly notify participants of the start date after receiving notification from Zillow. The Pilot Project Term may be extended upon Real Synch’s written notice to the Participant.
- Effect of Termination. Upon the termination of the Pilot Project Term: (a) each party (as recipient) will return the other party’s Confidential Information received in connection with the Pilot Project or destroy it and certify destruction; (b) Real Synch shall cease use of the Participant Data; and (c) Real Synch and Zillow shall destroy the Participant Data. Real Synch will ensure that its agreement with Zillow related to the Pilot Project includes similar restrictions regarding the treatment of Participant Data upon the termination or expiration of the Pilot Project Term. Notwithstanding the foregoing, Participant understands that due to the nature of the Pilot Project, Real Synch or Zillow may create Works and may incorporate limited references to and select portions of the Participant Data in internal memos or documents created for the sole purpose of assisting Real Synch and Zillow in the Pilot Project and documenting the Works (“Internal Data Use”). Upon the termination or expiration of the Pilot Project Term, Real Synch and Zillow will not be obligated to delete or destroy the Works or such Internal Data Use.
- Entire Agreement. These Terms (including the Real Synch Platform Terms of Service incorporated herein by reference) are the parties’ entire agreement regarding the subject matter of these Terms and supersede and cancel all previous agreements and communications (written or oral) relating to such subject matter. If there is a conflict between these Terms and the Real Synch Platform Terms of Service, these Terms shall govern.